MariaDB 8-KEntry into a Material Definitive Agreement

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 18, 2022

ANGEL POND HOLDINGS CORPORATION

(Exact name of registrant as specified in its charter)

(212) 878-3702

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

☒      Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐      If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

On May 18, 2022, Angel Pond Holdings Corporation (the “Company”) received from J.P. Morgan Securities LLC (“J.P. Morgan”) a letter, dated May 18, 2022 (the “J.P. Morgan Letter”), pursuant to which J.P. Morgan terminated its role as a joint co-placement agent to the Company and MariaDB Corporation Ab (“MariaDB”) under the letter agreement, dated January 10, 2022, among J.P. Morgan, Angel Pond Capital LLC, the Company and MariaDB and its role as capital markets advisor to the Company under the letter agreement, dated January 31, 2022, between J.P. Morgan and the Company. J.P. Morgan waived its entitlement to the payment of any deferred compensation pursuant to the underwriting agreement, dated May 18, 2021 (the “Underwriting Agreement”), between the Company, on the one hand, and J.P. Morgan and Goldman Sachs (Asia) L.L.C., on the other, and disclaimed any responsibility for any portion of any registration statement that may be filed in connection with a potential business combination transaction.

On May 24, 2022, the Company received from Goldman Sachs & Co. LLC and Goldman Sachs (Asia) L.L.C. (together, “Goldman”) letters, dated May 12, 2022 (the “Goldman Letters”), pursuant to which Goldman resigned from its role as capital markets advisor to the Company and terminated its engagement with the Company under the engagement letter, dated January 30, 2022 between the Company Goldman Sachs & Co. LLC. Goldman Sachs (Asia) L.L.C. waived its entitlement to the payment of any deferred compensation pursuant to the Underwriting Agreement and disclaimed any responsibility for any portion of any registration statement that may be filed in connection with a potential business combination transaction.

The descriptions of the J.P. Morgan Letter and Goldman Letters in this Item 1.01 are qualified in their entirety by reference to the terms of the J.P. Morgan Letter and Goldman Letters, respectively, which are filed as Exhibit 10.14, 10.15 and 10.16 hereto and are incorporated herein by reference.

(d) Exhibits. The following exhibits are filed with this Form 8-K:

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.